Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-4/A Pre-Effective Amendment to Registration of HTML 2.22M
Securities Issued in a
Business-Combination Transaction
2: EX-5 Opinion re: Legality HTML 11K
3: EX-8.1 Opinion re: Tax Matters HTML 20K
4: EX-8.2 Opinion re: Tax Matters HTML 19K
5: EX-21 Subsidiaries of the Registrant HTML 8K
6: EX-23.1 Consent of Experts or Counsel HTML 6K
7: EX-23.2 Consent of Experts or Counsel HTML 6K
We have acted as counsel for Journal Media Group, Inc., a Wisconsin corporation (the “Company”), in conjunction with the preparation of a registration statement on Form S-4 (the “Registration Statement”), including the prospectus constituting a part thereof (the “Prospectus”), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to 25,000,000 shares of the Company’s common stock, $0.01 par value (the “Common Stock”).
In connection with our representation, we have examined: (a) the Registration Statement, including the Prospectus; (b) the Articles
of Incorporation and the Bylaws of the Company; (c) resolutions of the Company’s Board of Directors relating to the authorization of the issuance of the securities covered by the Registration Statement; and (d) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.
Based on the foregoing and the other matters set forth herein, we are of the opinion that the shares of Common Stock covered by the Registration Statement, when issued, paid for and delivered in the manner contemplated in the Registration Statement and Prospectus, will be validly issued, fully paid and nonassessable.
We
express no opinion as to the laws of any jurisdiction other than the State of Wisconsin and the federal laws of the United States.
We consent to the use of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.
